1034-00001 · Graystone & Falk LLP · Pre-Engagement

engagement-letter.docx DOCUMENT Litigation

34 / 36 ← → ✕

Contract analysis Extract to table

CALDERWOOD & HARKNESS LLP Attorneys at Law

450 Park Avenue, 30th Floor New York, New York 10022

Telephone: (212) 554-8000 Facsimile: (212) 554-8001 www.calderwoodharkness.com

December 5, 2022

VIA HAND DELIVERY

Mr. Jonathan R. Caldwell 1140 Park Avenue, Apt. 14C New York, New York 10128

Re: Engagement of Calderwood & Harkness LLP — Representation in Connection with Grand Jury Subpoena (Grand Jury No. 22-GJ-4481, U.S. District Court for the Southern District of New York)

Matter Number: 1034-00001

Dear Mr. Caldwell:

Thank you for selecting Calderwood & Harkness LLP ("the Firm," "we," or "us") to represent you in connection with the matter referenced above. We are honored by the confidence you have placed in us and are committed to providing you with the highest quality legal representation. The purpose of this letter is to confirm the terms and conditions of our engagement and to set forth the understandings between us regarding the scope of our representation, our fee arrangement, and other matters relating to the attorney-client relationship. We ask that you review this letter carefully and contact us with any questions before executing the acknowledgment below.

1. Scope of Engagement

Calderwood & Harkness LLP has been retained to represent you, Jonathan R. Caldwell, individually, in connection with a federal grand jury subpoena duces tecum issued on November 18, 2022, by the United States Attorney's Office for the Southern District of New York (the "USAO-SDNY" or the "Government"), bearing Grand Jury No. 22-GJ-4481 (the "Subpoena"). The Subpoena was served upon you on November 21, 2022, at your residence at 1140 Park Avenue, Apt. 14C, New York, New York 10128, and bears an original return date of December 9, 2022. We understand that the Firm has already communicated with the USAO-SDNY to introduce ourselves as your counsel and to discuss an appropriate timeline for compliance.

The scope of our representation in this matter shall include the following:

(a) Analysis of the Subpoena and the legal obligations it imposes upon you, including the identification of categories of documents and information called for by each specification therein;

(b) Negotiation with the USAO-SDNY regarding the scope, timing, and manner of compliance with the Subpoena, including any agreements to narrow the categories of responsive documents or to extend the return date;

(c) Collection, review, and production of documents and electronically stored information ("ESI") responsive to the Subpoena, in coordination with any e-discovery vendors retained for that purpose;

(d) Identification and assertion of all applicable legal privileges, including but not limited to the attorney-client privilege, the work product doctrine, and any other applicable protections, and the preparation and submission of a privilege log as may be required;

(e) Advice regarding your rights and obligations under applicable law, including but not limited to your rights under the Fifth Amendment to the United States Constitution and your obligations under federal law not to obstruct justice, destroy evidence, or make false statements to federal agents or officers;

(f) If necessary, preparation for and representation in connection with any grand jury testimony that you may be called upon to provide, including preparation sessions, attendance at the courthouse, and any post-testimony proceedings;

(g) Related communications with the Government, counsel for third parties, co-subjects or co-targets (if any), and other involved persons or entities, as appropriate and in your interest; and

(h) Such other tasks and activities as are reasonably necessary to fulfill the foregoing objectives and to protect your legal interests in connection with the grand jury investigation.

Limitations on Scope. The scope of this engagement does not include representation in any separate civil litigation, regulatory proceeding (including but not limited to proceedings before the Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any state regulatory body), tax matter, or any other matter unrelated to the Grand Jury Subpoena described above, unless such representation is separately agreed upon in writing between you and the Firm. Should related matters arise during the course of this engagement that require legal attention beyond the scope described herein, we will discuss with you whether the Firm is in a position to undertake such additional representation and, if so, will memorialize the terms of any expanded engagement in a supplemental engagement letter.

Client Identity. We wish to be explicit that the client in this engagement is you, Jonathan R. Caldwell, in your individual capacity. The Firm does not represent Caldwell Capital Advisors LLC, JRC Realty Holdings LLC, or any other entity, whether or not affiliated with you, in connection with this matter or any other matter. Our duties of loyalty, confidentiality, and zealous advocacy run solely to you as an individual. If any entity with which you are affiliated requires separate legal representation in connection with the grand jury investigation or any related matter, we recommend that such entity retain independent counsel.

2. Engagement Team

The following attorneys have been assigned to this engagement and will serve as the core members of your legal team:

Conrad Ashby — Partner, White Collar & Investigations Practice Group. Mr. Ashby will serve as the Billing Partner and the substantive lead on all aspects of the grand jury response. He will have primary responsibility for strategy, Government communications, privilege determinations, and, if necessary, preparation for grand jury testimony. Mr. Ashby will serve as your primary point of contact for all substantive matters relating to the engagement.

Bernard Crawford — Partner, Labor & Employment Practice Group. Mr. Crawford will serve as the Responsible Partner for this engagement and will provide engagement oversight, including review of staffing, budgeting, and billing matters. This engagement originated through Mr. Crawford's existing advisory relationship with you, and he will remain available to assist as needed throughout the representation.

Daniel Obi — Associate, Banking & Finance Practice Group. Mr. Obi will serve as the lead associate on document review, financial transaction analysis, and legal research. Given the financial nature of many of the categories of documents called for by the Subpoena, Mr. Obi's background in banking and finance will be a significant asset to the engagement team.

Lisa Morrow — Associate, Banking & Finance Practice Group. Ms. Morrow will be responsible for document collection, privilege review, and production management. She will work closely with any e-discovery vendor retained in connection with the engagement and will oversee the technical aspects of document processing and production to the Government.

From time to time, additional attorneys, paralegals, or support staff may be assigned to this engagement as the needs of the representation require. We will notify you in advance of any material changes to the core engagement team described above, and you will have the opportunity to raise any concerns regarding such changes.

3. Billing Rates and Fee Arrangement

Our fees for this engagement will be billed on an hourly basis, in accordance with the Firm's standard billing practices. The current standard hourly rates for the members of the engagement team are as follows:

These rates reflect the Firm's standard rates as of January 1, 2022, and are subject to periodic adjustment, which typically occurs on an annual basis at the beginning of each calendar year. We will notify you in advance of any adjustments to the hourly rates of the timekeepers assigned to this engagement.

Time expended on this engagement is recorded in increments of one-tenth (0.1) of an hour, or six-minute intervals. Each invoice will contain a detailed description of the services performed, the timekeeper who performed them, the time expended, and the applicable rate.

Invoices will be rendered on a monthly basis, generally within fifteen (15) days following the close of each calendar month. Invoices are due upon receipt and are payable within thirty (30) days of the invoice date. We reserve the right to assess a late charge of one and one-half percent (1.5%) per month on any balance that remains unpaid more than sixty (60) days after the invoice date, to the extent permitted by applicable law.

We understand that the cost of legal representation is a significant consideration, and we are committed to staffing this engagement efficiently and appropriately. We will endeavor to delegate tasks to the most junior timekeeper capable of performing them competently, and we will keep you informed of the anticipated scope and cost of major work streams as they arise.

4. Retainer

A retainer deposit in the amount of $150,000.00 (One Hundred Fifty Thousand Dollars) is required prior to the commencement of substantive work on this engagement. The retainer shall be deposited into the Firm's Interest on Lawyer Account ("IOLA") trust account, maintained at Northern Capital Bank, N.A., Account Number 4401-8827-6650. Wire transfer instructions are enclosed with this letter and will also be provided separately upon request.

The retainer will be held in trust in accordance with the requirements of Rule 1.15 of the New York Rules of Professional Conduct and will be applied against invoiced professional fees and reimbursable costs as they are incurred. As fees and costs accrue and are reflected on monthly invoices, we will draw down the retainer in satisfaction of such invoices and will provide you with a statement reflecting the retainer balance with each monthly invoice.

If the retainer balance is exhausted or reduced to a level that, in the Firm's judgment, is insufficient to cover anticipated near-term fees and costs, the Firm may request that you provide an additional retainer deposit. The Firm reserves the right to suspend substantive work on the engagement if an additional retainer deposit, once requested, is not funded within fifteen (15) business days of the request, subject to our obligations under applicable ethical rules and any pending court or Government deadlines.

Any unused portion of the retainer remaining at the conclusion of the engagement will be returned to you promptly, together with an accounting of all amounts applied against fees and costs during the course of the representation.

5. Costs and Disbursements

In addition to professional fees for legal services, you are responsible for the reimbursement of all reasonable costs and disbursements incurred by the Firm in connection with the engagement. Such costs and disbursements may include, but are not limited to, the following:

• E-discovery vendor services, including the processing, hosting, review platform licensing, and production of electronically stored information;

• Courier, messenger, and overnight delivery charges;

• Photocopying and printing charges, billed at the Firm's standard rate of $0.25 per page for black-and-white copies and $0.75 per page for color copies;

• Travel expenses reasonably incurred in connection with the engagement, including transportation, lodging, and meals, if travel is required;

• Computerized legal research, including charges for services such as Westmark Data Systems, Sundial Solutions, and PACER;

• Court or government filing fees, if applicable;

• Fees of any third-party experts, consultants, forensic accountants, or other professionals retained in connection with the engagement, provided that no such third party will be retained without your prior written approval; and

• Other reasonable and necessary out-of-pocket expenses directly related to the representation.

Vendor costs will be passed through to you at the Firm's actual cost, without markup. We anticipate that the engagement will require the retention of an e-discovery vendor for the processing, hosting, and production of electronically stored information responsive to the Subpoena. We will communicate the estimated fees for e-discovery vendor services to you separately upon the engagement of such vendor and will seek your approval before incurring any single vendor expenditure in excess of $10,000.00.

All costs and disbursements will appear as separate line items on the Firm's monthly invoices, accompanied by sufficient detail to identify the nature and purpose of each charge.

6. Confidentiality and Attorney-Client Privilege

All communications between you and Calderwood & Harkness LLP in connection with this engagement, including but not limited to oral and written communications, documents, memoranda, notes, and work product, are protected by the attorney-client privilege and, where applicable, the work product doctrine. These protections are fundamental to the attorney-client relationship and are critical to the effective representation of your interests, particularly in the context of a federal grand jury investigation.

To preserve the attorney-client privilege and the protections of the work product doctrine, you should not disclose the substance or content of any communications with the Firm to third parties — including family members, friends, business associates, employees, or the media — without first consulting with us. Disclosure of privileged communications to third parties may result in a waiver of the privilege, which could have significant adverse consequences for your defense.

The Firm will not disclose any confidential information relating to this representation without your informed consent, except as may be required by law, court order, or the New York Rules of Professional Conduct. We will consult with you before making any disclosure that we believe may be required or advisable.

The existence and terms of this engagement letter, including the identity of the Firm as your counsel and the nature of our representation, are themselves confidential. We will not voluntarily disclose such information to any third party without your authorization, except to the extent required in connection with our communications with the Government on your behalf or as otherwise required by law or ethical obligation.

7. Conflicts of Interest

Prior to accepting this engagement, the Firm conducted a thorough conflicts check against your name and the names of the parties, entities, and individuals known to be involved in or related to the grand jury investigation bearing Grand Jury No. 22-GJ-4481, based upon the information available to us at this time. Based upon the results of that conflicts check, we have identified no conflicts of interest that would preclude the Firm from undertaking this representation or that would materially limit our ability to represent your interests zealously and effectively.

However, you should be aware that Calderwood & Harkness LLP is a large law firm with many clients, and it is possible that a conflict of interest could arise during the course of this engagement as additional facts become known or as the scope of the Government's investigation evolves. If a conflict arises, the Firm will promptly notify you of the nature of the conflict and will take all steps required by the New York Rules of Professional Conduct, including, where appropriate, seeking your informed consent to continued representation or, if the conflict cannot be waived, withdrawing from the representation in an orderly fashion and assisting you in the transition to successor counsel.

8. No Guarantee of Outcome

While the Firm will exercise its best professional judgment and devote appropriate resources and attention to this representation, we cannot and do not guarantee any particular result or outcome. The legal process is inherently uncertain, and the outcome of a federal grand jury investigation depends upon numerous factors, many of which are beyond our control or ability to predict. The Government's investigation is ongoing, and the scope of the representation and the estimated costs thereof may change materially depending on developments in the investigation, including but not limited to additional subpoenas, search warrants, witness interviews, the identification of additional subjects or targets, or the initiation of criminal charges.

Nothing in this engagement letter, and no statement made by any attorney of the Firm, should be construed as a promise or guarantee regarding the outcome of the investigation, the likelihood of criminal charges, or the disposition of any legal proceeding that may arise in connection therewith.

9. Communication and Reporting

As noted above, Conrad Ashby will serve as the primary point of contact for all substantive matters relating to this engagement. You may reach Mr. Ashby directly at (212) 554-8112 or at cashby@calderwoodharkness.com.

The Firm will provide you with regular status updates regarding the progress of the engagement, including prompt notification of all material developments, communications received from or sent to the Government, and significant decisions or strategy questions requiring your input or authorization. We will endeavor to keep you informed at all times so that you are in a position to make well-considered decisions about your legal situation.

We have the following contact information on file for you, which we will use for all communications relating to this engagement unless you instruct us otherwise:

Email: jrc@caldwellcap.com Residence: 1140 Park Avenue, Apt. 14C, New York, New York 10128

Please notify us immediately if any of this contact information changes during the course of the engagement. Given the sensitive nature of this matter, we also ask that you confirm whether you consider your email address to be a secure and appropriate channel for confidential communications. If you would prefer that we communicate with you by alternative means (e.g., encrypted email, telephone, or in-person meetings), we are happy to accommodate that preference.

For our part, we ask that you agree to be reasonably available for consultations with the engagement team and to respond promptly to our requests for information, documents, or decisions. The timely and effective execution of our responsibilities on your behalf depends in significant part on your active cooperation and responsiveness.

10. Document Preservation Obligations

We wish to draw your attention to the critical importance of preserving all documents and electronically stored information that may be relevant to the subject matter of the grand jury investigation. A separate document preservation and litigation hold notice (the "Preservation Notice") will be issued to you contemporaneously with this engagement letter. We ask that you read the Preservation Notice carefully and comply fully with its instructions.

You are under a legal obligation to preserve all documents and ESI that are, or may be, potentially relevant to the subject matter of the Subpoena and the grand jury investigation. This obligation extends to all documents and ESI in your possession, custody, or control, regardless of the medium in which they are stored, including but not limited to paper documents, electronic files, emails, text messages, instant messages, voicemail, social media communications, financial records, calendars, and any other materials that may be responsive to the Subpoena or relevant to the investigation.

The destruction, alteration, or concealment of potentially relevant evidence — commonly referred to as "spoliation" — can result in severe penalties, including but not limited to criminal sanctions for obstruction of justice under 18 U.S.C. §§ 1503, 1512, and 1519, adverse evidentiary inferences, and other sanctions. We cannot overstate the importance of your compliance with these preservation obligations.

The Firm will work closely with you to identify and preserve all relevant materials, including by establishing appropriate custodial and search protocols and by coordinating with any e-discovery vendor retained for document collection and processing purposes.

11. Termination of Engagement

Either party may terminate this engagement at any time upon written notice to the other party, subject to the provisions set forth below.

If you choose to terminate the engagement, the Firm will take reasonable steps to protect your interests during the transition to successor counsel, including the orderly transfer of the client file, work product, and any pending deadlines or obligations. However, you should be aware that certain court or Government deadlines may limit our ability to withdraw on short notice, and we ask that you provide as much advance notice as practicable in the event that you wish to terminate the engagement.

If the Firm determines that withdrawal from the representation is necessary or appropriate — for example, due to non-payment of fees, the emergence of a conflict of interest, a fundamental disagreement regarding strategy or objectives, or other ethical obligations under the New York Rules of Professional Conduct — the Firm will provide you with reasonable written notice and will cooperate in the transition to successor counsel. In all cases, withdrawal will be effectuated in compliance with applicable ethical rules and, if applicable, with the approval of any court before which a matter is pending.

Upon termination of the engagement, regardless of the reason, you remain responsible for the payment of all professional fees and reimbursable costs incurred through the date of termination. The Firm will render a final invoice within thirty (30) days of termination, and any unused retainer balance will be returned to you promptly, together with an accounting of all amounts applied.

The Firm will return the client file, including all original documents provided by you and all work product to which you are entitled, in accordance with Rule 1.15 and Rule 1.16 of the New York Rules of Professional Conduct.

12. Governing Law and Dispute Resolution

This engagement letter and the terms and conditions set forth herein shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law.

In the event of any dispute arising out of or relating to this engagement, the parties agree to attempt in good faith to resolve such dispute through direct negotiation between the parties for a period of not less than thirty (30) days following written notice of the dispute. If the dispute cannot be resolved through good-faith negotiation within such period, the dispute shall be submitted to final and binding arbitration in New York County, New York, administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules then in effect. The arbitrator's decision shall be final and binding upon the parties and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any such arbitration, unless the arbitrator determines that the circumstances warrant a different allocation.

13. Entire Agreement; Amendments

This engagement letter constitutes the entire agreement between Calderwood & Harkness LLP and Jonathan R. Caldwell with respect to the terms and conditions of this engagement and supersedes all prior or contemporaneous oral or written communications, understandings, or agreements relating to the subject matter hereof.

No modification, amendment, supplement, or waiver of any provision of this engagement letter shall be effective unless made in writing and signed by both parties. No failure or delay by either party in exercising any right or remedy under this engagement letter shall operate as a waiver thereof.

We are grateful for the opportunity to represent you in this important matter. We understand that this is a stressful time, and we want you to know that the entire engagement team is committed to providing you with excellent, responsive, and diligent legal representation. Please do not hesitate to contact Conrad Ashby or any other member of the team at any time with questions, concerns, or new information.

We kindly ask that you review this engagement letter, sign and date the Acknowledgment and Acceptance below, and return one executed copy to us at your earliest convenience. In addition, we ask that the retainer deposit of $150,000.00 be remitted to the Firm's IOLA trust account at Northern Capital Bank, N.A. (Account No. 4401-8827-6650) at your earliest convenience so that we may proceed promptly with substantive work on your behalf. Wire transfer instructions are enclosed herewith and will also be provided separately upon request.

We look forward to working with you.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Conrad Ashby Partner, White Collar & Investigations Practice Group Billing Partner Calderwood & Harkness LLP

By: ________

Bernard Crawford Partner, Labor & Employment Practice Group Responsible Partner Calderwood & Harkness LLP

ACKNOWLEDGMENT AND ACCEPTANCE

I have read and agree to the terms and conditions set forth in this engagement letter dated December 5, 2022, from Calderwood & Harkness LLP, regarding the Firm's representation of me, Jonathan R. Caldwell, individually, in connection with Grand Jury Subpoena No. 22-GJ-4481 issued by the U.S. Attorney's Office for the Southern District of New York.

I understand and accept the scope of the engagement, the fee arrangement, the retainer requirement, and all other terms described herein. I acknowledge that I have had the opportunity to ask questions regarding the terms of this engagement and that any such questions have been answered to my satisfaction.

________________________________________

Jonathan R. Caldwell

Printed Name: Jonathan R. Caldwell

Date: ________

Enclosure: Wire Transfer Instructions for IOLA Trust Account (Acct. No. 4401-8827-6650 at Northern Capital Bank, N.A.)

cc: Bernard Crawford, Partner, Calderwood & Harkness LLP (internal file copy) Daniel Obi, Associate, Calderwood & Harkness LLP (internal file copy) Lisa Morrow, Associate, Calderwood & Harkness LLP (internal file copy)

Matter File: 1034-00001

Timekeeper	Role	Hourly Rate
Conrad Ashby	Partner	$1,350.00
Bernard Crawford	Partner	$1,275.00
Daniel Obi	Associate	$825.00
Lisa Morrow	Associate	$675.00
Paralegal (various)	Paralegal	$375.00

CALDERWOOD & HARKNESS LLP Attorneys at Law
450 Park Avenue, 30th Floor New York, New York 10022
Telephone: (212) 554-8000 Facsimile: (212) 554-8001 www.calderwoodharkness.com
December 5, 2022
VIA HAND DELIVERY
Mr. Jonathan R. Caldwell 1140 Park Avenue, Apt. 14C New York, New York 10128
Re: Engagement of Calderwood & Harkness LLP — Representation in Connection with Grand Jury Subpoena (Grand Jury No. 22-GJ-4481, U.S. District Court for the Southern District of New York)
Matter Number: 1034-00001
Dear Mr. Caldwell:
Thank you for selecting Calderwood & Harkness LLP ("the Firm," "we," or "us") to represent you in connection with the matter referenced above. We are honored by the confidence you have placed in us and are committed to providing you with the highest quality legal representation. The purpose of this letter is to confirm the terms and conditions of our engagement and to set forth the understandings between us regarding the scope of our representation, our fee arrangement, and other matters relating to the attorney-client relationship. We ask that you review this letter carefully and contact us with any questions before executing the acknowledgment below.
1. Scope of Engagement
Calderwood & Harkness LLP has been retained to represent you, Jonathan R. Caldwell, individually, in connection with a federal grand jury subpoena duces tecum issued on November 18, 2022, by the United States Attorney's Office for the Southern District of New York (the "USAO-SDNY" or the "Government"), bearing Grand Jury No. 22-GJ-4481 (the "Subpoena"). The Subpoena was served upon you on November 21, 2022, at your residence at 1140 Park Avenue, Apt. 14C, New York, New York 10128, and bears an original return date of December 9, 2022. We understand that the Firm has already communicated with the USAO-SDNY to introduce ourselves as your counsel and to discuss an appropriate timeline for compliance.
The scope of our representation in this matter shall include the following:
(a) Analysis of the Subpoena and the legal obligations it imposes upon you, including the identification of categories of documents and information called for by each specification therein;
(b) Negotiation with the USAO-SDNY regarding the scope, timing, and manner of compliance with the Subpoena, including any agreements to narrow the categories of responsive documents or to extend the return date;
(c) Collection, review, and production of documents and electronically stored information ("ESI") responsive to the Subpoena, in coordination with any e-discovery vendors retained for that purpose;
(d) Identification and assertion of all applicable legal privileges, including but not limited to the attorney-client privilege, the work product doctrine, and any other applicable protections, and the preparation and submission of a privilege log as may be required;
(e) Advice regarding your rights and obligations under applicable law, including but not limited to your rights under the Fifth Amendment to the United States Constitution and your obligations under federal law not to obstruct justice, destroy evidence, or make false statements to federal agents or officers;
(f) If necessary, preparation for and representation in connection with any grand jury testimony that you may be called upon to provide, including preparation sessions, attendance at the courthouse, and any post-testimony proceedings;
(g) Related communications with the Government, counsel for third parties, co-subjects or co-targets (if any), and other involved persons or entities, as appropriate and in your interest; and
(h) Such other tasks and activities as are reasonably necessary to fulfill the foregoing objectives and to protect your legal interests in connection with the grand jury investigation.
Limitations on Scope. The scope of this engagement does not include representation in any separate civil litigation, regulatory proceeding (including but not limited to proceedings before the Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any state regulatory body), tax matter, or any other matter unrelated to the Grand Jury Subpoena described above, unless such representation is separately agreed upon in writing between you and the Firm. Should related matters arise during the course of this engagement that require legal attention beyond the scope described herein, we will discuss with you whether the Firm is in a position to undertake such additional representation and, if so, will memorialize the terms of any expanded engagement in a supplemental engagement letter.
Client Identity. We wish to be explicit that the client in this engagement is you, Jonathan R. Caldwell, in your individual capacity. The Firm does not represent Caldwell Capital Advisors LLC, JRC Realty Holdings LLC, or any other entity, whether or not affiliated with you, in connection with this matter or any other matter. Our duties of loyalty, confidentiality, and zealous advocacy run solely to you as an individual. If any entity with which you are affiliated requires separate legal representation in connection with the grand jury investigation or any related matter, we recommend that such entity retain independent counsel.
2. Engagement Team
The following attorneys have been assigned to this engagement and will serve as the core members of your legal team:
Conrad Ashby — Partner, White Collar & Investigations Practice Group. Mr. Ashby will serve as the Billing Partner and the substantive lead on all aspects of the grand jury response. He will have primary responsibility for strategy, Government communications, privilege determinations, and, if necessary, preparation for grand jury testimony. Mr. Ashby will serve as your primary point of contact for all substantive matters relating to the engagement.
Bernard Crawford — Partner, Labor & Employment Practice Group. Mr. Crawford will serve as the Responsible Partner for this engagement and will provide engagement oversight, including review of staffing, budgeting, and billing matters. This engagement originated through Mr. Crawford's existing advisory relationship with you, and he will remain available to assist as needed throughout the representation.
Daniel Obi — Associate, Banking & Finance Practice Group. Mr. Obi will serve as the lead associate on document review, financial transaction analysis, and legal research. Given the financial nature of many of the categories of documents called for by the Subpoena, Mr. Obi's background in banking and finance will be a significant asset to the engagement team.
Lisa Morrow — Associate, Banking & Finance Practice Group. Ms. Morrow will be responsible for document collection, privilege review, and production management. She will work closely with any e-discovery vendor retained in connection with the engagement and will oversee the technical aspects of document processing and production to the Government.
From time to time, additional attorneys, paralegals, or support staff may be assigned to this engagement as the needs of the representation require. We will notify you in advance of any material changes to the core engagement team described above, and you will have the opportunity to raise any concerns regarding such changes.
3. Billing Rates and Fee Arrangement
Our fees for this engagement will be billed on an hourly basis, in accordance with the Firm's standard billing practices. The current standard hourly rates for the members of the engagement team are as follows:
These rates reflect the Firm's standard rates as of January 1, 2022, and are subject to periodic adjustment, which typically occurs on an annual basis at the beginning of each calendar year. We will notify you in advance of any adjustments to the hourly rates of the timekeepers assigned to this engagement.
Time expended on this engagement is recorded in increments of one-tenth (0.1) of an hour, or six-minute intervals. Each invoice will contain a detailed description of the services performed, the timekeeper who performed them, the time expended, and the applicable rate.
Invoices will be rendered on a monthly basis, generally within fifteen (15) days following the close of each calendar month. Invoices are due upon receipt and are payable within thirty (30) days of the invoice date. We reserve the right to assess a late charge of one and one-half percent (1.5%) per month on any balance that remains unpaid more than sixty (60) days after the invoice date, to the extent permitted by applicable law.
We understand that the cost of legal representation is a significant consideration, and we are committed to staffing this engagement efficiently and appropriately. We will endeavor to delegate tasks to the most junior timekeeper capable of performing them competently, and we will keep you informed of the anticipated scope and cost of major work streams as they arise.
4. Retainer
A retainer deposit in the amount of $150,000.00 (One Hundred Fifty Thousand Dollars) is required prior to the commencement of substantive work on this engagement. The retainer shall be deposited into the Firm's Interest on Lawyer Account ("IOLA") trust account, maintained at Northern Capital Bank, N.A., Account Number 4401-8827-6650. Wire transfer instructions are enclosed with this letter and will also be provided separately upon request.
The retainer will be held in trust in accordance with the requirements of Rule 1.15 of the New York Rules of Professional Conduct and will be applied against invoiced professional fees and reimbursable costs as they are incurred. As fees and costs accrue and are reflected on monthly invoices, we will draw down the retainer in satisfaction of such invoices and will provide you with a statement reflecting the retainer balance with each monthly invoice.
If the retainer balance is exhausted or reduced to a level that, in the Firm's judgment, is insufficient to cover anticipated near-term fees and costs, the Firm may request that you provide an additional retainer deposit. The Firm reserves the right to suspend substantive work on the engagement if an additional retainer deposit, once requested, is not funded within fifteen (15) business days of the request, subject to our obligations under applicable ethical rules and any pending court or Government deadlines.
Any unused portion of the retainer remaining at the conclusion of the engagement will be returned to you promptly, together with an accounting of all amounts applied against fees and costs during the course of the representation.
5. Costs and Disbursements
In addition to professional fees for legal services, you are responsible for the reimbursement of all reasonable costs and disbursements incurred by the Firm in connection with the engagement. Such costs and disbursements may include, but are not limited to, the following:
•  E-discovery vendor services, including the processing, hosting, review platform licensing, and production of electronically stored information;
•  Courier, messenger, and overnight delivery charges;
•  Photocopying and printing charges, billed at the Firm's standard rate of $0.25 per page for black-and-white copies and $0.75 per page for color copies;
•  Travel expenses reasonably incurred in connection with the engagement, including transportation, lodging, and meals, if travel is required;
•  Computerized legal research, including charges for services such as Westmark Data Systems, Sundial Solutions, and PACER;
•  Court or government filing fees, if applicable;
•  Fees of any third-party experts, consultants, forensic accountants, or other professionals retained in connection with the engagement, provided that no such third party will be retained without your prior written approval; and
•  Other reasonable and necessary out-of-pocket expenses directly related to the representation.
Vendor costs will be passed through to you at the Firm's actual cost, without markup. We anticipate that the engagement will require the retention of an e-discovery vendor for the processing, hosting, and production of electronically stored information responsive to the Subpoena. We will communicate the estimated fees for e-discovery vendor services to you separately upon the engagement of such vendor and will seek your approval before incurring any single vendor expenditure in excess of $10,000.00.
All costs and disbursements will appear as separate line items on the Firm's monthly invoices, accompanied by sufficient detail to identify the nature and purpose of each charge.
6. Confidentiality and Attorney-Client Privilege
All communications between you and Calderwood & Harkness LLP in connection with this engagement, including but not limited to oral and written communications, documents, memoranda, notes, and work product, are protected by the attorney-client privilege and, where applicable, the work product doctrine. These protections are fundamental to the attorney-client relationship and are critical to the effective representation of your interests, particularly in the context of a federal grand jury investigation.
To preserve the attorney-client privilege and the protections of the work product doctrine, you should not disclose the substance or content of any communications with the Firm to third parties — including family members, friends, business associates, employees, or the media — without first consulting with us. Disclosure of privileged communications to third parties may result in a waiver of the privilege, which could have significant adverse consequences for your defense.
The Firm will not disclose any confidential information relating to this representation without your informed consent, except as may be required by law, court order, or the New York Rules of Professional Conduct. We will consult with you before making any disclosure that we believe may be required or advisable.
The existence and terms of this engagement letter, including the identity of the Firm as your counsel and the nature of our representation, are themselves confidential. We will not voluntarily disclose such information to any third party without your authorization, except to the extent required in connection with our communications with the Government on your behalf or as otherwise required by law or ethical obligation.
7. Conflicts of Interest
Prior to accepting this engagement, the Firm conducted a thorough conflicts check against your name and the names of the parties, entities, and individuals known to be involved in or related to the grand jury investigation bearing Grand Jury No. 22-GJ-4481, based upon the information available to us at this time. Based upon the results of that conflicts check, we have identified no conflicts of interest that would preclude the Firm from undertaking this representation or that would materially limit our ability to represent your interests zealously and effectively.
However, you should be aware that Calderwood & Harkness LLP is a large law firm with many clients, and it is possible that a conflict of interest could arise during the course of this engagement as additional facts become known or as the scope of the Government's investigation evolves. If a conflict arises, the Firm will promptly notify you of the nature of the conflict and will take all steps required by the New York Rules of Professional Conduct, including, where appropriate, seeking your informed consent to continued representation or, if the conflict cannot be waived, withdrawing from the representation in an orderly fashion and assisting you in the transition to successor counsel.
8. No Guarantee of Outcome
While the Firm will exercise its best professional judgment and devote appropriate resources and attention to this representation, we cannot and do not guarantee any particular result or outcome. The legal process is inherently uncertain, and the outcome of a federal grand jury investigation depends upon numerous factors, many of which are beyond our control or ability to predict. The Government's investigation is ongoing, and the scope of the representation and the estimated costs thereof may change materially depending on developments in the investigation, including but not limited to additional subpoenas, search warrants, witness interviews, the identification of additional subjects or targets, or the initiation of criminal charges.
Nothing in this engagement letter, and no statement made by any attorney of the Firm, should be construed as a promise or guarantee regarding the outcome of the investigation, the likelihood of criminal charges, or the disposition of any legal proceeding that may arise in connection therewith.
9. Communication and Reporting
As noted above, Conrad Ashby will serve as the primary point of contact for all substantive matters relating to this engagement. You may reach Mr. Ashby directly at (212) 554-8112 or at cashby@calderwoodharkness.com.
The Firm will provide you with regular status updates regarding the progress of the engagement, including prompt notification of all material developments, communications received from or sent to the Government, and significant decisions or strategy questions requiring your input or authorization. We will endeavor to keep you informed at all times so that you are in a position to make well-considered decisions about your legal situation.
We have the following contact information on file for you, which we will use for all communications relating to this engagement unless you instruct us otherwise:
Email: jrc@caldwellcap.com Residence: 1140 Park Avenue, Apt. 14C, New York, New York 10128
Please notify us immediately if any of this contact information changes during the course of the engagement. Given the sensitive nature of this matter, we also ask that you confirm whether you consider your email address to be a secure and appropriate channel for confidential communications. If you would prefer that we communicate with you by alternative means (e.g., encrypted email, telephone, or in-person meetings), we are happy to accommodate that preference.
For our part, we ask that you agree to be reasonably available for consultations with the engagement team and to respond promptly to our requests for information, documents, or decisions. The timely and effective execution of our responsibilities on your behalf depends in significant part on your active cooperation and responsiveness.
10. Document Preservation Obligations
We wish to draw your attention to the critical importance of preserving all documents and electronically stored information that may be relevant to the subject matter of the grand jury investigation. A separate document preservation and litigation hold notice (the "Preservation Notice") will be issued to you contemporaneously with this engagement letter. We ask that you read the Preservation Notice carefully and comply fully with its instructions.
You are under a legal obligation to preserve all documents and ESI that are, or may be, potentially relevant to the subject matter of the Subpoena and the grand jury investigation. This obligation extends to all documents and ESI in your possession, custody, or control, regardless of the medium in which they are stored, including but not limited to paper documents, electronic files, emails, text messages, instant messages, voicemail, social media communications, financial records, calendars, and any other materials that may be responsive to the Subpoena or relevant to the investigation.
The destruction, alteration, or concealment of potentially relevant evidence — commonly referred to as "spoliation" — can result in severe penalties, including but not limited to criminal sanctions for obstruction of justice under 18 U.S.C. §§ 1503, 1512, and 1519, adverse evidentiary inferences, and other sanctions. We cannot overstate the importance of your compliance with these preservation obligations.
The Firm will work closely with you to identify and preserve all relevant materials, including by establishing appropriate custodial and search protocols and by coordinating with any e-discovery vendor retained for document collection and processing purposes.
11. Termination of Engagement
Either party may terminate this engagement at any time upon written notice to the other party, subject to the provisions set forth below.
If you choose to terminate the engagement, the Firm will take reasonable steps to protect your interests during the transition to successor counsel, including the orderly transfer of the client file, work product, and any pending deadlines or obligations. However, you should be aware that certain court or Government deadlines may limit our ability to withdraw on short notice, and we ask that you provide as much advance notice as practicable in the event that you wish to terminate the engagement.
If the Firm determines that withdrawal from the representation is necessary or appropriate — for example, due to non-payment of fees, the emergence of a conflict of interest, a fundamental disagreement regarding strategy or objectives, or other ethical obligations under the New York Rules of Professional Conduct — the Firm will provide you with reasonable written notice and will cooperate in the transition to successor counsel. In all cases, withdrawal will be effectuated in compliance with applicable ethical rules and, if applicable, with the approval of any court before which a matter is pending.
Upon termination of the engagement, regardless of the reason, you remain responsible for the payment of all professional fees and reimbursable costs incurred through the date of termination. The Firm will render a final invoice within thirty (30) days of termination, and any unused retainer balance will be returned to you promptly, together with an accounting of all amounts applied.
The Firm will return the client file, including all original documents provided by you and all work product to which you are entitled, in accordance with Rule 1.15 and Rule 1.16 of the New York Rules of Professional Conduct.
12. Governing Law and Dispute Resolution
This engagement letter and the terms and conditions set forth herein shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law.
In the event of any dispute arising out of or relating to this engagement, the parties agree to attempt in good faith to resolve such dispute through direct negotiation between the parties for a period of not less than thirty (30) days following written notice of the dispute. If the dispute cannot be resolved through good-faith negotiation within such period, the dispute shall be submitted to final and binding arbitration in New York County, New York, administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules then in effect. The arbitrator's decision shall be final and binding upon the parties and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any such arbitration, unless the arbitrator determines that the circumstances warrant a different allocation.
13. Entire Agreement; Amendments
This engagement letter constitutes the entire agreement between Calderwood & Harkness LLP and Jonathan R. Caldwell with respect to the terms and conditions of this engagement and supersedes all prior or contemporaneous oral or written communications, understandings, or agreements relating to the subject matter hereof.
No modification, amendment, supplement, or waiver of any provision of this engagement letter shall be effective unless made in writing and signed by both parties. No failure or delay by either party in exercising any right or remedy under this engagement letter shall operate as a waiver thereof.
We are grateful for the opportunity to represent you in this important matter. We understand that this is a stressful time, and we want you to know that the entire engagement team is committed to providing you with excellent, responsive, and diligent legal representation. Please do not hesitate to contact Conrad Ashby or any other member of the team at any time with questions, concerns, or new information.
We kindly ask that you review this engagement letter, sign and date the Acknowledgment and Acceptance below, and return one executed copy to us at your earliest convenience. In addition, we ask that the retainer deposit of $150,000.00 be remitted to the Firm's IOLA trust account at Northern Capital Bank, N.A. (Account No. 4401-8827-6650) at your earliest convenience so that we may proceed promptly with substantive work on your behalf. Wire transfer instructions are enclosed herewith and will also be provided separately upon request.
We look forward to working with you.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Conrad Ashby Partner, White Collar & Investigations Practice Group Billing Partner Calderwood & Harkness LLP
By: ________
Bernard Crawford Partner, Labor & Employment Practice Group Responsible Partner Calderwood & Harkness LLP
ACKNOWLEDGMENT AND ACCEPTANCE
I have read and agree to the terms and conditions set forth in this engagement letter dated December 5, 2022, from Calderwood & Harkness LLP, regarding the Firm's representation of me, Jonathan R. Caldwell, individually, in connection with Grand Jury Subpoena No. 22-GJ-4481 issued by the U.S. Attorney's Office for the Southern District of New York.
I understand and accept the scope of the engagement, the fee arrangement, the retainer requirement, and all other terms described herein. I acknowledge that I have had the opportunity to ask questions regarding the terms of this engagement and that any such questions have been answered to my satisfaction.
________________________________________
Jonathan R. Caldwell
Printed Name: Jonathan R. Caldwell
Date: ________
Enclosure: Wire Transfer Instructions for IOLA Trust Account (Acct. No. 4401-8827-6650 at Northern Capital Bank, N.A.)
cc: Bernard Crawford, Partner, Calderwood & Harkness LLP (internal file copy) Daniel Obi, Associate, Calderwood & Harkness LLP (internal file copy) Lisa Morrow, Associate, Calderwood & Harkness LLP (internal file copy)
Matter File: 1034-00001
Timekeeper | Role | Hourly Rate
Conrad Ashby | Partner | $1,350.00
Bernard Crawford | Partner | $1,275.00
Daniel Obi | Associate | $825.00
Lisa Morrow | Associate | $675.00
Paralegal (various) | Paralegal | $375.00

CALDERWOOD & HARKNESS LLP Attorneys at Law

VIA HAND DELIVERY

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGMENT AND ACCEPTANCE

Record

Parties

Dates

Amounts